<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section.240.14a-11(c) or Section.240.14a-12
Anchor Pathway Fund
(Name of Registrant as Specified In Its Charter)
Seasons Series Trust
(Name of Registrant as Specified In Its Charter)
SunAmerica Series Trust
(Name of Registrant as Specified In Its Charter)
-------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
<PAGE>
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the Filing Fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
January 12, 2001
Dear Contract Owner:
SunAmerica Series Trust, Seasons Series Trust and Anchor Pathway Fund (each,
a "Fund," and collectively, the "Funds") have called a joint special meeting of
shareholders to elect Trustees and ratify the selection of independent
accountants. In addition, contract owners invested in the Davis Venture Value
Portfolio and the Real Estate Portfolio of SunAmerica Series Trust are being
asked to approve a new subadvisory agreement with Davis Selected Advisors, L.P.
("Davis") following a change in control of Davis. No organizational changes at
Davis are planned that would affect services Davis provides to the Davis Venture
Value Portfolio or the Real Estate Portfolio. However, the Investment Company
Act of 1940 provides that the subadvisory agreement relating to the Davis
Venture Value Portfolio and the Real Estate Portfolio will automatically
terminate upon such a change in control. As a result, a new subadvisory
agreement is being submitted for approval at the meeting.
THE TRUSTEES OF YOUR FUNDS BELIEVE THAT EACH OF THE PROPOSALS SET FORTH IN
THIS NOTICE OF JOINT SPECIAL MEETING IS IMPORTANT AND RECOMMEND THAT YOU READ
THE ENCLOSED MATERIALS CAREFULLY AND THEN PROVIDE VOTING INSTRUCTIONS IN FAVOR
OF ALL PROPOSALS.
YOUR VOTE IS IMPORTANT
We appreciate your cooperation and continued support.
Sincerely,
Mallary L. Reznik
SECRETARY
<PAGE>
SUNAMERICA SERIES TRUST
SEASONS SERIES TRUST
ANCHOR PATHWAY FUND
P.O. BOX 54299
LOS ANGELES, CALIFORNIA 90054-0299
------------------------
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that a joint special meeting (the "Meeting") of
shareholders of all portfolios/series of SunAmerica Series Trust, Seasons
Series Trust and Anchor Pathway Fund (each, a "Fund," and collectively, the
"Funds") will be held on February 23, 2001 at 10:30 a.m., Eastern time, at the
offices of SunAmerica Asset Management Corp. ("SAAMCo"), The SunAmerica Center,
733 Third Avenue, New York, NY 10017, for the purpose of considering the
following proposals:
1. For each Fund separately, to elect a slate of six (6) members to its
Board of Trustees to hold office until their successors are duly elected
and qualified;
2. For each of the Davis Venture Value Portfolio and the Real Estate
Portfolio of SunAmerica Series Trust, to approve or disapprove a new
subadvisory agreement agreement between SAAMCo and Davis Selected
Advisers, L.P. ("Davis"), the terms of which are identical in all
material respects to the previously existing subadvisory agreement
between SAAMCo and Davis;
3. For each Fund separately, to ratify the selection of independent
accountants; and
4. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Trustees have fixed the close of business on December 28, 2000 as the
record date for determining the number of shares outstanding and
<PAGE>
the contract owners entitled to give voting instructions at the Meeting and at
any and all adjournments thereof.
By Order of the Boards of Trustees,
Robert M. Zakem
VICE PRESIDENT AND ASSISTANT SECRETARY
January 12, 2001
EACH CONTRACT OWNER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING INSTRUCTIONS
FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS OF THE FUNDS BY FILLING IN, DATING
AND SIGNING THE ENCLOSED VOTING INSTRUCTIONS CARD(S) AND RETURNING IT IN THE
RETURN ENVELOPE PROVIDED. CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING
INSTRUCTIONS BY TELEPHONE OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON
THE INSERT ACCOMPANYING THE VOTING INSTRUCTIONS CARD(S). TELEPHONE VOTING IS
AVAILABLE ONLY TO CONTRACT OWNERS WHO WISH TO VOTE ALL PORTFOLIOS TOGETHER.
CONTRACT OWNERS THAT WISH TO PROVIDE SEPARATE VOTING INSTRUCTIONS FOR EACH
PORTFOLIO MAY ONLY DO SO BY MAIL OR INTERNET VOTING.
<PAGE>
SUNAMERICA SERIES TRUST
SEASONS SERIES TRUST
ANCHOR PATHWAY FUND
P.O. BOX 54299
LOS ANGELES, CALIFORNIA 90054-0299
------------------------
PROXY STATEMENT
JOINT SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 23, 2001, 10:30 A.M.
------------------------
In accordance with applicable law, this Proxy Statement is being mailed, on
or about January 16, 2001, on behalf of the Boards of Trustees (the "Trustees"
or the "Boards") of SunAmerica Series Trust ("SAST"), Seasons Series Trust
("Seasons") and Anchor Pathway Fund ("Anchor Pathway") (each, a "Fund," and
collectively, the "Funds"), to the shareholders of the Funds' separate
investment series (each, a "Portfolio," and collectively, the "Portfolios") for
their use in obtaining voting instructions from contract owners on the proposals
to be considered at a joint special meeting (the "Meeting") of shareholders of
the Portfolios scheduled to be held at the offices of SunAmerica Asset
Management Corp. ("SAAMCo"), The SunAmerica Center, 733 Third Avenue, New York,
New York 10017, on February 23, 2001 at 10:30 a.m., Eastern time.
Each Fund is an open-end management investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). As of the record date,
December 28, 2000, SAST consisted of thirty Portfolios (each, a "SAST
Portfolio," and collectively, the "SAST Portfolios"), including the Davis
Venture Value Portfolio and the Real Estate Portfolio; Seasons consisted of
sixteen Portfolios (each, a "Seasons Portfolio" and collectively, the "Seasons
Portfolios"); and Anchor Pathway consisted of seven Portfolios (each, an "Anchor
Pathway Portfolio," and collectively, the "Anchor Pathway Portfolios"). Each of
the Portfolios is identified on Exhibit A.
1
<PAGE>
Shares of the Portfolios are not offered directly to the public. Instead,
shares are currently issued and redeemed only in connection with investments in
and payments under variable annuity contracts and/or variable life insurance
policies (each, a "Contract," and collectively, the "Contracts") of Anchor
National Life Insurance Company ("Anchor National"), First SunAmerica Life
Insurance Company ("First SunAmerica") and AIG Life Insurance Company ("AIG
Life") (each, a "Company," and collectively, the "Companies"). All shares of the
Portfolios are owned by various "Separate Accounts" of the Companies and by
SunAmerica Inc.
SAAMCo serves as investment adviser, manager and administrator of Seasons
and SAST. SAAMCo also serves as the business manager to Anchor Pathway. Capital
Research and Management Company, located at 333 South Hope Street, Los Angeles,
California, 90071, serves as the investment adviser to Anchor Pathway.
The Trustees have fixed the close of business on December 28, 2000 as the
record date (the "Record Date") for determining the number of shares outstanding
and the Contract owners entitled to be present at the Meeting and give voting
instructions to the Companies with respect to their respective "portion" of
shares as of the Record Date. Exhibit A sets forth the number of shares
outstanding of each Portfolio and each Fund as of the Record Date. The cost of
the solicitation will be borne by the Funds; except that Davis Selected
Advisers, L.P. will bear the costs associated with Proposal No. 2.
2
<PAGE>
A listing of the proposals described in this Proxy Statement and the
Fund(s) or Portfolio(s) to which each applies is set forth below.
<TABLE>
<CAPTION>
SUMMARY OF PROPOSAL PORTFOLIO(S) TO WHICH IT APPLIES
------------------- --------------------------------
<S> <C>
1. To elect a slate of six Each Fund separately, with all
(6) members to the Board of Portfolios of a Fund voting
Trustees of each Fund, to hold together as a single class.
office until their successors
are duly elected and qualified.
2. To approve or disapprove a Davis Venture Value Portfolio
new subadvisory agreement and Real Estate Portfolio of
between SAAMCo and Davis SAST, each voting separately.
Selected Advisers, L.P., the
terms of which are identical in
all material respects to the
previously existing subadvisory
agreement.
3. To ratify the selection of Each Fund separately, with all
independent accountants for Portfolios of a Fund voting
each Portfolio. together as a single class.
4. To transact such other All Portfolios of each Fund, as
business as may properly come applicable.
before the Meeting.
</TABLE>
The Funds expect that the solicitation of voting instructions from Contract
owners will be made by mail, and solicitation also may be made by telephone
communications from officers or employees of SAAMCo, the Companies, or their
affiliates, who will not receive any compensation therefor from the Funds. In
addition, a professional proxy solicitation firm, Alamo Direct Mail Services,
Inc. ("Alamo Direct") may also assist in the solicitation of voting
instructions. In connection with the solicitation of voting instructions, the
Companies will furnish a copy of this Proxy Statement to all Contract owners.
Contract owners may also provide their voting instructions through telephone
touch-tone voting, or by Internet voting. These options require Contract owners
to input a fourteen digit control number which is located on each voting
instructions card. Subsequent to inputting these numbers, Contract owners will
be prompted to provide their voting instructions on each proposal. Contract
owners will have an opportunity to review their voting instructions and make any
necessary changes before submitting their
3
<PAGE>
voting instructions and terminating their telephone call or Internet link.
Telephone voting is only available to Contract owners who wish to vote all
Portfolios together. Contract owners who wish to provide separate voting
instructions for each Portfolio may do so only if they vote by mail or the
Internet.
As the Meeting date approaches, certain contract owners may receive a
telephone call from a representative of Alamo Direct if their voting
instructions have not yet been received. Authorization to permit Alamo Direct to
execute voting instructions may be obtained by telephonically transmitted
instructions from Contract owners. Voting instructions that are obtained
telephonically will be recorded in accordance with procedures set forth below.
The Trustees believe that these procedures are reasonably designed to ensure
that the identity of the Contract owner providing the voting instruction is
accurately determined and that the voting instructions of the Contract owner are
accurately determined. The cost of this assistance, if necessary, is expected to
be approximately $30,000.
In all cases where telephonic voting instructions are solicited, the Alamo
Direct representative is required to ask for each Contract owner's full name,
address, social security or taxpayer identification number, title (if the
Contract owner is authorized to act on behalf of an entity, such as a
corporation), and the portion of shares beneficially owned and to confirm that
the Contract owner has received the Proxy Statement and voting instructions card
in the mail. If the information solicited agrees with the information provided
to Alamo Direct, then the Alamo Direct representative has the responsibility to
explain the process, read the proposals listed on the voting instructions card,
and ask for the Contract owner's instructions on each proposal. The Alamo Direct
representative, although permitted to answer questions about the process, is not
permitted to recommend to the Contract owner how to vote, other than to read any
recommendation set forth in the Proxy Statement. The Alamo Direct representative
will record the Contract owner's instructions on the card. Within 72 hours,
Alamo Direct will send the Contract owner a letter or mailgram to confirm his or
her voting instructions.
If the Contract owner wishes to participate in the Meeting, but does not
wish to give his or her proxy by any of the methods outlined above, the Contract
owner may still submit the voting instructions card originally sent with the
Proxy Statement or attend in person. Voting instructions executed by Contract
owners may be revoked by (i) a written instrument received by the Secretary of
the Funds at any time before they are
4
<PAGE>
exercised; (ii) delivery of a later-dated instruction or (iii) by attendance at
the Meeting and voting in person.
Exhibit A sets forth information about the record ownership of shares of the
Portfolios as of the Record Date. With respect to SAST and Anchor Pathway, there
were no persons who, as of the Record Date, were known to either Fund to have
allocated contributions under Contracts beneficially owned by such person, such
that, upon the pass through of voting rights by a Company, they would have the
right to give voting instructions with respect to more than 5% of the
outstanding shares of any Fund or Portfolio. With respect to Seasons, as of the
Record Date SunAmerica Inc., 1 SunAmerica Center, Los Angeles, CA 90067, owned
of record or beneficially 5% or more of the outstanding shares of the Large Cap
Composite, Large Cap Value, Mid Cap Value, Small Cap, International Equity,
Diversified Fixed Income and Focus Growth Portfolios. The total number of shares
and percentage owned by SunAmerica Inc. in each such Portfolio is set forth in
Exhibit A. SunAmerica Inc. will not vote any of its shares at the Meeting.
A shareholder who owns beneficially, directly or indirectly 25% or more of a
Portfolio's outstanding voting securities may be deemed to "Control" (as defined
in the 1940 Act) that Portfolio.
To the knowledge of management, Trustees and the executive officers of the
Funds, both individually and as a group, owned less than 1% of the outstanding
shares of the Funds and each Portfolio as of the Record Date.
Each Company, as the holder of record shares of each Portfolio, is required
to "pass through" to its Contract owners the right to vote shares of such
Portfolio. The Funds expect that each Company will vote 100% of the shares of
the Portfolios held by its respective Separate Accounts. The Companies will vote
shares of the Portfolios for which no instructions have been received in the
same proportion as they vote shares for which they have received instructions.
Abstentions will have the effect of a negative vote on the proposals. Unmarked
voting instructions from Contract owners will be voted in favor of the
proposals. Each Fund may adjourn the Meeting to the extent permitted by law, if
necessary to permit the Companies to obtain additional voting instructions from
Contract owners.
Approval of Proposal No. 2 requires the affirmative vote of a majority of
the outstanding voting securities of the Davis Venture Value Portfolio and the
Real Estate Portfolio of SAST, each voting separately. "Majority" for this
purpose means more than 50% of the outstanding shares of the Portfolio.
5
<PAGE>
For Proposal No. 1, the candidates receiving a majority of the votes cast at
the Meeting with respect to each Fund will be elected. Approval of Proposal No.
3 requires a majority of the votes cast at the Meeting with respect to each
Fund. Shareholders of all Portfolios of each Fund vote together as a single
class with respect to Proposal No. 1 and Proposal No. 3.
All information in the Proxy Statement about Davis has been provided by
Davis. All information in the Proxy Statement about SAAMCo has been provided by
SAAMCo. All information in the Proxy Statement about each of the Companies has
been provided by each respective Company.
The Trustees do not know of any other business to be brought before the
Meeting. If any other matters properly come before the Meeting, the proxies
named by the shareholders will vote on such matters in their discretion.
------------------------
ELECTION OF TRUSTEES
PROPOSAL NO. 1
INFORMATION REGARDING NOMINEES
At a meeting held on December 14, 2000, the Trustees, including all of the
Trustees who are not interested persons of any of the Funds (the "Disinterested
Trustees"), unanimously nominated the six (6) persons described below for
election as Trustees, to take office effective upon their election. Two of the
nominees are currently Trustees of each Fund. The Board of each Fund currently
consists of three members, one of whom is resigning and is not standing for
re-election. If elected, each nominee will serve until his or her successor is
duly elected and qualified. It is the intention of the persons named in the
accompanying form of proxy to vote for the election of each of the nominees
named below, each of whom has consented to be a nominee.
If any of the nominees become unavailable for election as a Trustee before
the meeting, proxies will be voted for the other persons that the Trustees
recommend.
Biographical data concerning all nominees is listed below.
PRINCIPAL OCCUPATION AND OTHER INFORMATION
The nominee designated by an asterisk (*), Jana W. Greer, is an "interested
person", as that term is defined in the 1940 Act, of each Fund and of SAAMCo
because she is an officer of affiliates of SAAMCo.
6
<PAGE>
Unless otherwise noted, the address of each individual listed below is 1
SunAmerica Center, Los Angeles, California, 90067-6022.
<TABLE>
<CAPTION>
POSITION AND TENURE PRINCIPAL OCCUPATION(S)
NAME, AGE, AND ADDRESS WITH THE FUNDS DURING PAST FIVE YEARS
---------------------- ------------------- ---------------------------
<S> <C> <C>
Monica C. Lozano, 44 Trustee (since 1999). President and Chief
3257 Purdue Avenue Operating Officer (since
Los Angeles, California 2000) LA OPINION (newspaper
90066 publishing concern) and
Associate Publisher
(1991-1999) and Executive
Publisher (1995-1999)
thereof; Trustee,
University of Southern
California (since 1991);
Director, California
HealthCare Foundation
(since 1998); Director, The
Walt Disney Company (since
2000); Director, Union Bank
of California (since 2001).
Allan L. Sher, 69 Trustee (since 1997). Retired.
Jana W. Greer,* 48 Trustee nominee. President, SunAmerica
Retirement Markets, Inc.
(since 1996), and Executive
Vice President thereof
(1994-1996); Senior Vice
President and Director,
SunAmerica, Inc. (since
1991); Director, National
Association for Variable
Annuities (since 1999).
Bruce G. Willison, 52 Trustee nominee. Dean, Anderson School at
UCLA (since 1999);
Director, Nordstrom, Inc.
(since 1998); Director,
H&CB (Housing and
Commercial Bank), Seoul,
Korea (since 1999);
President and Chief
Operating Officer, H.F.
Ahmanson and Co. (parent
company of Home Savings of
America) (1996-1999).
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
POSITION AND TENURE PRINCIPAL OCCUPATION(S)
NAME, AGE, AND ADDRESS WITH THE FUNDS DURING PAST FIVE YEARS
---------------------- ------------------- ---------------------------
<S> <C> <C>
Carl D. Covitz, 61 Trustee nominee. Owner and President,
Landmark Capital, Inc.
(since 1973); Director,
Kayne Anderson Mutual Funds
(since 1995); Director,
Century Housing Corporation
(since 1995).
Gilbert T. Ray, 56 Trustee nominee. Retired. Member,
O'Melveny & Myers LLP
(1972-2000); Director,
Marriott Services
Corporation (since 1995);
Director, Automobile Club
of Southern California
(since 1998); Director and
Chairman of the Board,
Sierra Monolithics, Inc.
(since 1999); Director,
Watts, Wyatt & Company
(since 2000); Director,
Ashland University
(1996-2000).
</TABLE>
Each Fund has four regularly scheduled Trustees meetings per year. The
Trustees met 4 times during Seasons' fiscal year ended March 31, 2000. The
incumbents attended 100% of the aggregate number of meetings of Seasons' Board.
The Trustees met 3 times during SAST's fiscal year ended January 31, 2000. The
incumbents attended 100% of the aggregate number of meetings of SAST's Board.
The Trustees met 4 times during Anchor Pathway's fiscal year ended February 29,
2000. The incumbents attended 100% of the aggregate number of meetings of Anchor
Pathway's Board.
The Funds' Audit Committee reviews annually the nature and cost of the
professional services rendered by the Funds' independent accountants, the
results of their year-end audits and their findings and recommendations as to
accounting and financial matters, including the adequacy of internal controls.
On the basis of this review, the Audit Committee makes recommendations to the
Trustees as to the appointment of independent accountants for the following
year. The members of the Audit Committee of the Funds are Monica C. Lozano and
Allan L. Sher. The Audit Committee met two times in each Fund's most recent
fiscal year, and each incumbent member attended 100% of the aggregate number of
meetings of the Audit Committee.
8
<PAGE>
EXECUTIVE OFFICERS OF THE FUNDS
The following table sets forth certain information about each of the current
principal executive officers of each of the Funds who are not listed above as
nominees.
Unless otherwise noted, the address of each individual listed below is The
SunAmerica Center, 733 Third Avenue, New York, New York 10017-3204.
<TABLE>
<CAPTION>
POSITION AND TENURE PRINCIPAL OCCUPATION(S)
NAME, AGE, AND ADDRESS WITH THE FUNDS DURING PAST FIVE YEARS
---------------------- ------------------- ------------------------------
<S> <C> <C>
Donna M. Handel, 34 Vice President (since Vice President, SAAMCo (since
November 2000) and 1996) and Assistant Vice
Assistant Treasurer President thereof (1993-1996);
(since October 1999). Vice President (since 2000)
and Assistant Treasurer (since
1996), SunAmerica Equity
Funds, SunAmerica Income Funds
and SunAmerica Money Market
Funds, Inc. ("SunAmerica
Mutual Funds"), Anchor Series
Trust and SunAmerica Style
Select Series, Inc.; Vice
President (since 2000) and
Assistant Treasurer (since
1999), SunAmerica Strategic
Investment Series, Inc.
Peter C. Sutton, 36 Vice President (since Senior Vice President, SAAMCo
1994), Treasurer and (since April 1997) and Vice
Controller (since President thereof (1994-1997);
February 2000). Treasurer, SunAmerica Mutual
Funds (since February 1996),
Anchor Series Trust and
SunAmerica Style Select
Series, Inc. (since 1996) and
SunAmerica Strategic
Investment Series, Inc. (since
1999); Vice President and
Assistant Treasurer, Brazos
Mutual Funds (since May 1999);
Assistant Controller,
SunAmerica Mutual Funds and
Anchor Series Trust
(1993-1996); Joined SAAMCo in
1990.
Mallary Reznik, 32 Secretary (since May Associate Counsel, SunAmerica
1 SunAmerica Center, 2000). Inc. (since 1998) and Staff
Los Angeles, California Attorney, Transamerica Life
90067 Companies (1995-1998).
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
POSITION AND TENURE PRINCIPAL OCCUPATION(S)
NAME, AGE, AND ADDRESS WITH THE FUNDS DURING PAST FIVE YEARS
---------------------- ------------------- ------------------------------
<S> <C> <C>
Jeffrey H. Warnock, 29 Vice President (since Counsel, SAAMCo (since January
November 2000) and 2000); Staff Counsel, SAAMCo
Assistant Secretary (1998-2000); Vice President
(since October 1999). (since 2000) and Assistant
Secretary (since 1999), Anchor
Series Trust.
Robert M. Zakem, 42 Vice President and Senior Vice President and
Assistant Secretary General Counsel, SAAMCo (since
(SAST and Anchor April 1993); Executive Vice
Pathway, since 1993; President, General Counsel and
Seasons, since 1997). Director, SunAmerica Capital
Services, Inc. (since February
1993); Vice President, General
Counsel and Assistant
Secretary, SunAmerica Fund
Services, Inc. (since January
1994); Secretary and Chief
Compliance Officer, SunAmerica
Mutual Funds and Anchor
Series Trust (since 1993),
SunAmerica Style Select
Series, Inc. (since 1996) and
SunAmerica Strategic
Investment Series, Inc. (since
1999).
</TABLE>
All officers of each Fund are elected annually and serve until their
successors are elected and qualified.
REMUNERATION OF TRUSTEES AND OFFICERS
Currently, the Funds pay no salaries or compensation to any of their
officers or to any Trustee who is an officer or employee of Anchor National or
its affiliates. The Funds collectively pay an annual fee of $10,000, plus $5,000
for each regularly scheduled meeting attended, and expenses to each Trustee who
is not an officer or employee of Anchor National or its affiliates for
attendance at meetings of the Board of Trustees. The fees are apportioned to
each Fund on a pro-rata basis based on relative net assets.
The following table sets forth information summarizing the compensation of
each of the Disinterested Trustees for his services as Trustee of the Funds for
the most recently completed fiscal year of each of the Funds.
10
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS
ACCRUED AS
COMPENSATION COMPENSATION PART OF
FROM ANCHOR COMPENSATION FROM FUNDS' TOTAL
TRUSTEE PATHWAY* FROM SAST** SEASONS*** EXPENSES COMPENSATION+
------- ------------- ------------- ------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Monica C. Lozano $13,000 $6,750 $2,000 - $24,000
Allan L. Sher $13,000 $6,750 $2,000 - $24,000
William L. Wardlaw++ $13,000 $6,750 $1,500 - $21,750
</TABLE>
* For Anchor Pathway's fiscal year ended February 29, 2000.
** For SAST's fiscal year ended January 31, 2000.
*** For Season's fiscal year ended March 31, 2000.
+ The Funds constitute all of the funds in the fund complex from which the
Trustees receive compensation. Information is as of the 12-month period
ended March 31, 2000.
++ Mr. Wardlaw served as Trustee until June 30, 2000.
THE TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH
OF THE NOMINEES UNDER PROPOSAL NO. 1
------------------------
APPROVAL OR DISAPPROVAL OF A NEW SUBADVISORY AGREEMENT BETWEEN SAAMCO AND DAVIS
ON BEHALF OF EACH OF THE DAVIS VENTURE VALUE PORTFOLIO AND THE REAL ESTATE
PORTFOLIO OF SUNAMERICA SERIES TRUST
PROPOSAL NO. 2
As described below, the Trustees of SAST are submitting for approval by the
shareholders of each of the Davis Venture Value Portfolio and the Real Estate
Portfolio, a new subadvisory agreement (the "New Subadvisory Agreement") between
SAAMCo and Davis, the terms of which are identical in all material respects to
the previously existing subadvisory agreement with respect to each Portfolio
(the "Previously Existing Subadvisory Agreement").
As required by the 1940 Act, the Previously Existing Subadvisory Agreement
provided for automatic termination upon its assignment. On December 31, 2000,
Davis underwent a change in control whereby its current general partner, Venture
Advisers, Inc., transferred control of
11
<PAGE>
Davis to Davis Investments, LLC. Davis Investments, LLC became the new general
partner of Davis, and Venture Advisers, Inc. became a limited partner of Davis.
Venture Advisers continues to own approximately 44% of economic value of Davis
as a limited partner. Davis Investments, LLC now owns all of the general
partnership units issued by Davis, is the general partner, and controls Davis.
The closing of the transaction (the "Closing") resulted in an assignment, as
that term is defined in the 1940 Act, of the Previously Existing Subadvisory
Agreement. Consequently, the Previously Existing Subadvisory Agreement
terminated pursuant to its terms as of the Closing. Accordingly, the New
Subadvisory Agreement is being proposed for approval by the shareholders of the
Portfolios, even though that agreement is identical in all material respects to,
and essentially a continuation of, the Previously Existing Subadvisory
Agreement.
The Closing took place before the shareholders' consideration and vote upon
this Proposal No. 2. During the period between the Closing and the Meeting (the
"Interim Period"), to ensure the uninterrupted receipt by the Portfolios of
subadvisory services, at a meeting held on November 29, 2000, the Trustees
(including the Disinterested Trustees) unanimously approved an interim
subadvisory agreement (the "Interim Subadvisory Agreement"), which became
effective as of the Closing. The terms of the Interim Subadvisory Agreement are
substantially similar in all material respects to the Previously Existing
Subadvisory Agreement and the New Subadvisory Agreement, except for the
effective date, the termination date and certain provisions required to be
included in interim advisory agreements by Rule 15a-4 under the 1940 Act. The
Interim Subadvisory Agreement became effective without prior shareholder
approval pursuant to Rule 15a-4, which, under certain circumstances, allows such
agreements to take effect, and to remain in effect for up to 150 days, without
receiving prior shareholder approval, as long as the fees payable under such
agreement do not exceed the fees payable under the predecessor agreement. The
Interim Subadvisory Agreement requires all subadvisory fees earned to be
escrowed pending shareholder approval of the New Subadvisory Agreement. If the
New Subadvisory Agreement is approved, it will take effect immediately.
APPROVAL OF THE NEW SUBADVISORY AGREEMENT
The Trustees are proposing that shareholders of each of the Davis Venture
Value Portfolio and the Real Estate Portfolio approve the New Subadvisory
Agreement to become effective on the date of such approval.
12
<PAGE>
A description of the New Subadvisory Agreement and the services to be provided
by Davis is set forth below. This description is qualified in its entirety by
reference to the form of the New Subadvisory Agreement attached to this Proxy
Statement as Exhibit B.
As more fully described below, the proposed New Subadvisory Agreement,
including subadvisory fees, is identical in all material respects to the
Previously Existing Subadvisory Agreement. The New Subadvisory Agreement differs
from the Previously Existing Subadvisory Agreement only with respect to the
effective date.
At a meeting held on November 29, 2000, the Trustees of SAST, including all
of the Disinterested Trustees, unanimously approved the New Subadvisory
Agreement. In connection with this approval, the Trustees considered certain
factors with respect to each Portfolio, including without limitation (i) that
the change in control to occur at the Closing would not operate to change the
overall form of the subadvisory contract, the subadvisory fees, or any of the
Portfolio's objectives or policies; (ii) that although ultimate control of Davis
would change, senior officers of Davis had assured the Trustees that there would
be no change in the personnel providing services to the Portfolio and no
reduction in the nature or quality of those services; (iii) that senior officers
of Davis also informed the Trustees that they did not foresee any changes in the
day-to-day operations of Davis as a result of the transaction; (iv) the nature
and quality of the services provided or reasonably anticipated to be provided
and the results achieved or reasonably anticipated to be achieved by Davis;
(v) the amount and structure of subadvisers' fees generally and the fees payable
under the New Subadvisory Agreement; and (vi) the organizational capability and
financial condition of Davis and its affiliates.
RECOMMENDATION OF THE BOARD
Based on the considerations set forth above, the Trustees of SAST, including
all of the Disinterested Trustees, unanimously determined that it was necessary
and in the best interests of the Portfolios and their respective shareholders to
enter into the New Subadvisory Agreement and to recommend approval of the New
Subadvisory Agreement by shareholders.
DESCRIPTION OF THE NEW SUBADVISORY AGREEMENT
Under the New Subadvisory Agreement, a copy of which is annexed to this
Proxy Statement as Exhibit B and which is identical in all material
13
<PAGE>
respects to the Existing Subadvisory Agreement, Davis will manage the investment
and reinvestment of each Portfolio's assets, subject to the oversight and review
of SAAMCo. Davis will determine in its discretion the securities to be purchased
or sold, provide SAAMCo with records concerning its activities which SAAMCo or
SAST is required to maintain, and render regular reports to SAAMCo and to
officers and Trustees of SAST concerning its discharge of the foregoing
responsibilities. Davis is independent of SAAMCo and will discharge its
responsibilities subject to the policies of the Trustees and the oversight and
supervision of SAAMCo, which pays Davis' subadvisory fees. Pursuant to the New
Subadvisory Agreement, SAAMCo will pay Davis a fee, payable monthly, computed on
average daily net assets of each Portfolio, at the following annual rates (which
rates are the same as those paid under the Previously Existing Subadvisory
Agreement):
.45% on the first $100 million;
.40% on the next $400 million;
.35% thereafter.
For the fiscal year ended January 31, 2000, SAAMCo paid Davis a fee of
$7,632,108 with respect to the Davis Venture Value Portfolio and $264,856 with
respect to the Real Estate Portfolio.
If approved by the shareholders of a Portfolio, the New Subadvisory
Agreement will become effective on the date of such approval and continue in
effect for a period of two years from such date, and from year to year
thereafter for so long as such renewal is specifically approved at least
annually by (i) the Trustees of Series Trust, or by the vote of a majority of
the outstanding voting securities (as defined in the 1940 Act) of each
Portfolio, and (ii) the vote of a majority of Trustees who are not parties to
the New Subadvisory Agreement or interested persons (as defined in the 1940 Act)
of any such party, cast in person, at a meeting called for the purpose of voting
on such approval. The New Subadvisory Agreement provides that it will terminate
in the event of an assignment (as defined in the 1940 Act) or upon termination
of the Investment Advisory and Management Agreement between SAST on behalf of
the Portfolios and SAAMCo. The New Subadvisory Agreement may be terminated by
SAST, SAAMCo or Davis upon the specified written notice contained in the New
Subadvisory Agreement.
The Previously Existing Subadvisory Agreement was dated as of January 1,
1999 and was last submitted to the shareholders of the Davis
14
<PAGE>
Venture Value Portfolio and the Real Estate Portfolio for approval at a meeting
held on December 30, 1998.
INFORMATION ABOUT DAVIS
Prior to the change in control, Venture Advisers, Inc. (an entity controlled
by Shelby M.C. Davis), as general partner, controled Davis. On December 31,
2000, Venture Advisers, Inc. transfered control of Davis to Davis Investments,
LLC. Christopher C. Davis, son of Shelby M.C. Davis, who controls Davis
Investments, LLC, became the new general partner of Davis pursuant to the
transfer from Venture Advisers, Inc. to Davis Investments, LLC of 100 general
partnership units. Immediately thereafter, Venture Advisers, Inc. converted its
remaining general partnership units into limited partnership units. Venture
Advisers, Inc. continues to own approximately 44% of the economic value of Davis
as a limited partner. Shelby M.C. Davis continues as Senior Research Adviser.
Christopher Davis is the vice-chairman and a director of Venture
Advisers, Inc., and is sole member and chief executive officer of Davis
Investments, LLC. The officers of Davis' wholly-owned subsidiary, Davis Selected
Advisers-NY, Inc., did not change as a result of the change in control of Davis.
The business address for Venture Advisers, Inc. and Davis Investments, LLC
is 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706. The business address
for Davis is 124 East Marcy Street, Santa Fe, New Mexico 87501. As of
September 30, 2000, Davis had over $32 billion of assets under management.
The names and positions with Davis of the persons who are its principal
executive officers and its directors are shown below. Unless otherwise
indicated, the business address of each such person is the same as the business
address for Davis, above and the principal occupation of such person is their
employment by Davis and/or Davis' wholly owned subsidiary, Davis Selected
Advisers-NY, Inc.
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Christopher C. Davis(1) Chairman (Sole Member), Chief
Executive Officer(4)
Shelby M.C. Davis(1) Founder and Senior Research Adviser
Andrew Davis(2) President
Kenneth C. Eich(3) Chief Operating Officer
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Russell O. Wiese(1) Chief Marketing Officer
Gary P. Tyc(3) Vice President, Chief Financial
Officer, Treasurer and Assistant
Secretary
Sharra L. Reed(3) Vice President
Sandra E. Duran(2) Vice President
Thomas D. Tays(3) Vice President and Secretary
</TABLE>
(1) Davis Selected Advisers-NY, Inc., 609 Fifth Avenue, New York, New York
10017.
(2) Davis Selected Advisers-NY, Inc., 124 East Marcy Street, Santa Fe, New
Mexico 87501.
(3) Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson,
Arizona 85706.
(4) In addition to Mr. Davis' services to Davis, he is principally occupied as
Director, Vice Chairman, Venture Advisers, Inc.; Director, Chairman, Chief
Executive Officer, Davis Selected Advisers-NY, Inc.; Chairman and Director,
Shelby Cullom Davis Financial Consultants, Inc.; Employee of Shelby Cullom
Davis & Co., a registered broker/dealer; and Director, Rosenwald, Roditi and
Company, Ltd., an offshore investment management company.
ADDITIONAL INFORMATION
SAAMCo has received an exemptive order (the "Order") from the Securities and
Exchange Commission that permits SAAMCo, subject to certain conditions, to enter
into agreements relating to the Fund with subadvisers approved by the Board of
Trustees without obtaining shareholder approval. The Order also permits SAAMCo,
subject to approval of the Board but without shareholder approval, to employ new
subadvisers, change the terms of particular agreements with subadvisers, or
continue the employment of existing subadvisers after an event that would
otherwise cause an automatic termination of the subadvisory agreement, such as
the transaction involving Davis. SAAMCo has not previously relied on the Order
with respect to SAST, and therefore this Proposal No. 2 is being submitted to
shareholders of the Davis Venture Value Portfolio and the Real Estate Portfolio.
However, except with respect to any Portfolio that includes in its name the name
of its subadviser, SAAMCo does intend to rely on the Order in the future with
respect to these Portfolios
16
<PAGE>
or other Portfolios of the Fund, subject to compliance with the conditions of
the Order. Shareholders of a Portfolio have the right to terminate an agreement
with a subadviser to the Portfolio at any time by a vote of the majority of the
outstanding voting securities of the Portfolio, whether or not they were
required to have approved the agreement pursuant to the terms of the Order.
THE BOARD OF TRUSTEES OF SUNAMERICA SERIES TRUST UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR PROPOSAL NO. 2
If Proposal No. 2 is not approved by the shareholders of the Davis Venture
Value Portfolio or the Real Estate Portfolio and the Closing takes place as
anticipated, the Trustees will determine the appropriate actions to be taken
with respect to the Portfolio's subadvisory arrangements at that time. Approval
of the Proposal by shareholders of one Portfolio is not dependent on receipt of
approval of this Proposal by shareholders of the other Portfolio.
------------------------
RATIFICATION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 3
Subject to ratification by the shareholders at the Meeting, the Trustees,
including all of the Disinterested Trustees, at a meeting held December 14,
2000, approved the selection of PricewaterhouseCoopers LLP as independent
accountants for the current fiscal year of each Fund.
The firm of PricewaterhouseCoopers LLP and its predecessor entity has
extensive experience in investment company accounting and auditing and has
served as independent accountants to the Funds since their respective
inceptions. The financial statements included in the Funds' respective annual
reports have been examined by PricewaterhouseCoopers LLP. It is not expected
that a representative of PricewaterhouseCoopers LLP will be present at the
Meeting.
PricewaterhouseCoopers LLP and its members do not have any direct or
indirect material financial interest in or connection with any of the Funds in
any capacity other than as independent accountants.
17
<PAGE>
THE BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL NO. 3
------------------------
OTHER MATTERS
The Trustees know of no matters to be presented at the Meeting other than
that specified in the attached Notice of Meeting. However, if any other matters
come before the Meeting, it is intended that the proxies will vote thereon in
their discretion.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS AND SHAREHOLDER MEETINGS
Notwithstanding the approval or disapproval of the proposals described
above, as in the past, the Funds do not intend to hold annual meetings of
shareholders. A Fund will call meetings of shareholders as may be required under
the 1940 Act or as the Trustees may determine in their discretion. The Trustees
will call a meeting of shareholders to elect additional Trustees if more than
50% of the Trustees were not elected by shareholders. Each Fund's By-laws or
Declaration of Trust, as applicable, requires the Board to call a meeting of
shareholders when requested to do so by shareholders of the Fund holding a
majority of the outstanding shares of beneficial interest of the Fund, provided
that, pursuant to Section 16(c) of the 1940 Act, a meeting requested exclusively
for the stated purpose of removing a Trustee shall be called when requested in
writing to do so by the record holders of not less than 10% of the outstanding
shares. If a shareholder wishes to present a proposal to be included in the
proxy statement for the next meeting of shareholders of a Fund, such proposal
must be received by the Fund a reasonable time before the solicitation is to be
made.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL AND
SEMI- ANNUAL REPORT TO SHAREHOLDERS OF THE FUND TO CONTRACT OWNERS. COPIES OF
SUCH REPORTS MAY BE OBTAINED BY CONTACTING EACH FUND IN WRITING AT THE ADDRESS
ON THE COVER OF THIS PROXY STATEMENT, OR BY CALLING 1-800-445-7862.
18
<PAGE>
CONTRACT OWNERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE VOTING
INSTRUCTIONS CARDS AND RETURN THEM PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING INSTRUCTIONS BY TELEPHONE
OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE INSERT ACCOMPANYING THE
VOTING INSTRUCTION CARD. CONTRACT OWNERS THAT WISH TO PROVIDE SEPARATE VOTING
INSTRUCTIONS FOR EACH PORTFOLIO MAY ONLY DO SO BY MAIL OR INTERNET VOTING.
Boards of Trustees,
SunAmerica Series Trust
Seasons Series Trust
Anchor Pathway Fund
January 12, 2001
19
<PAGE>
EXHIBIT LIST
<TABLE>
<S> <C> <C>
EXHIBIT A -- Outstanding Shares of the Portfolios and the
Funds as of the Record Date.
EXHIBIT B -- Form of New Subadvisory Agreement between SAAMCo
and Davis
EXHIBIT C -- Information about other Funds with a Similar
Investment Objective to the Davis Venture Value
and Real Estate Portfolios for which Davis
serves as investment adviser or subadviser.
</TABLE>
20
<PAGE>
EXHIBIT A
ANCHOR PATHWAY FUND
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES
SERIES OUTSTANDING*
-------------------------------------------- ----------------------
<S> <C>
Growth Series............................... 24,295,333.180
International Series........................ 13,430,477.209
Growth-Income Series........................ 33,903,233.792
Asset Allocation Series..................... 9,241,706.236
High Yield Bond Series...................... 6,604,597.729
U.S. Government/AAA-Rated Securities 5,521,577.857
Series......................................
Cash Management Series...................... 5,030,463.854
TOTAL ANCHOR PATHWAY........................ 96,027,389.857
</TABLE>
* Anchor National is the holder of record shares of each Series.
A-1
<PAGE>
SEASONS SERIES TRUST*
<TABLE>
<CAPTION>
TOTAL NUMBER NUMBER OF SHARES
OF (%) HELD BY NUMBER OF SHARES
SHARES SEPARATE ACCOUNTS (%) HELD BY
PORTFOLIO OUTSTANDING OF ANCHOR NATIONAL SUNAMERICA INC.
------------------------- --------------- --------------------- --------------------
<S> <C> <C> <C> <C> <C>
Multi-Managed Growth (Less
Portfolio*.............. 8,026,137.44 8,021,244.455 (99) 4,892.983 Than1)
Multi-Managed Moderate (Less
Portfolio*.............. 8,674,160.11 8,668,466.954 (99) 5,693.151 Than1)
Multi-Managed Income/ (Less
Equity Portfolio*....... 6,301,571.28 6,295,189.028 (99) 6,382.252 Than1)
Multi-Managed Income (Less
Portfolio*.............. 4,722,495.37 4,714,914.202 (99) 7,581.164 Than1)
Asset Allocation:
Diversified Growth (Less
Portfolio*.............. 14,115,635.67 14,106,753.67 (99) 8,881.997 Than1)
(Less
Stock Portfolio*......... 8,746,685.68 8,739,700.003 (99) 6,985.677 Than1)
Focus Growth Portfolio... 2,634,941.447 1,123,745.717 (43) 1,511,195.73 (57)
Large Cap Growth (Less
Portfolio............... 3,224,524.680 3,215,752.717 (99) 8,771.963 Than1)
Large Cap Composite
Portfolio............... 1,657,270.794 829,240.083 (50) 828,030.711 (50)
Large Cap Value
Portfolio............... 1,959,303.771 1,455,673.21 (74) 503,630.561 (26)
Mid Cap Growth
Portfolio............... 2,249,322.981 2,191,225.261 (97) 58,097.72 (3)
Mid Cap Value
Portfolio............... 1,998,515.021 1,009,643.07 (51) 988,671.951 (49)
Small Cap Portfolio...... 2,081,063.285 1,706,432.055 (82) 374,631.23 (18)
International Equity
Portfolio............... 1,837,177.209 1,323,702.089 (72) 513,474.12 (28)
Diversified Fixed Income
Portfolio............... 1,995,779.755 1,203,148.543 (60) 792,631.213 (40)
Cash Management
Portfolio............... 442,621.728 433,050.13 (98) 9,571.598 (2)
TOTAL SEASONS............ 70,667,206.210 65,037,882.19 (92) 5,629,324.022 (8)
</TABLE>
------------------------
* Contract owners who have selected one of the four Seasons "Strategies"
(i.e., Growth Strategy, Moderate Growth Strategy, Balanced Growth Strategy
and Conservative Growth Strategy) should note that the underlying investment
portfolios of the Strategies are the Seasons Series Trust Multi-Managed
Growth, Multi-Managed Moderate Growth, Multi-Managed Income/Equity,
Multi-Managed Income, Asset Allocation: Diversified Growth and Stock
Portfolios.
A-2
<PAGE>
SUNAMERICA SERIES TRUST
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES (%) NUMBER OF SHARES
TOTAL NUMBER (%) HELD BY SEPARATE HELD BY SEPARATE (%) HELD BY
OF SHARES ACCOUNTS OF ANCHOR ACCOUNT OF FIRST SEPARATE ACCOUNT OF
PORTFOLIO OUTSTANDING NATIONAL SUNAMERICA AIG LIFE
--------- --------------- --------------------- --------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash Management (Less
Portfolio........... 49,972,381.594 48,635,342.05 (97) 981,675.12 (2) 355,384.43 Than1)
Corporate Bond (Less
Portfolio........... 17,450,605.166 16,786,936.66 (96) 648,113.85 (4) 16,454.66 Than1)
Global Bond (Less
Portfolio........... 12,532,586.039 12,113,615.99 (97) 416,420.23 (3) 2,549.83 Than1)
High-Yield Bond (Less
Portfolio........... 31,447,086.994 29,767,170.22 (95) 1,656,920.05 (5) 22,896.73 Than1)
Worldwide High Income (Less
Portfolio........... 12,126,765.597 11,443,517.56 (94) 680,550.60 (6) 2,697.24 Than1)
SunAmerica Balanced (Less
Portfolio........... 32,336,984.874 31,068,572.59 (96) 1,243,605.62 (4) 23,806.67 Than1)
MFS Total Return (Less
Portfolio........... 17,589,450.214 16,896,329.94 (96) 674,862.21 (4) 18,258.08 Than1)
Asset Allocation (Less
Portfolio........... 45,365,282.244 44,926,492.47 (97) 1,331,612.07 (3) 7,107.78 Than1)
Equity Income
Portfolio........... 713,673.344 713,673.34 (100) 0.00 (0) 0.00 (0)
Telecom Utility (Less
Portfolio........... 9,052,498.992 6,626,979.07 (95) 421,027.99 (5) 4,481.93 Than1)
Equity Index
Portfolio........... 5,481,851.918 6,481,851.92 (100) 0.00 (0) 0.00 (0)
Growth-Income (Less
Portfolio........... 56,725,821.336 64,448,529.19 (97) 2,228,768.79 (3) 46,523.37 Than1)
Federated Value (Less
Portfolio........... 13,835,939.967 13,206,316.42 (95) 602,189.11 (4) 27,434.48 Than1)
Davis Venture Value (Less
Portfolio........... 94,716,411.625 92,064,784.97 (97) 2,000,216.87 (3) 51,411.09 Than1)
"Dogs" of Wall Street (Less (Less
Portfolio........... 10,315,786.231 10,231,592.30 (99) 76,102.35 Than1) 8,091.60 Than1)
Alliance Growth (Less
Portfolio........... 96,797,421.506 93,398,729.88 (96) 3,285,283.49 (3) 113,398.14 Than1)
Goldman Sachs
Research (Less
Portfolio........... 3,781,345.848 3,790,802.18 (99) 0.00 (0) 543.69 Than1)
MFS Growth and Income (Less
Portfolio........... 26,685,681.136 25,788,023.17 (97) 846,638.14 (2) 28,999.83 Than1)
Putnam Growth (Less
Portfolio........... 34,875,611.610 33,627,298.91 (96) 1,207,689.04 (3) 40,643.58 Than1)
Blue Chip Growth (Less
Portfolio........... 1,621,803,749 1,621,760.75 (99) 0.00 (0) 43.00 Than1)
Real Estate (Less
Portfolio........... 7,736,671.194 7,497,001.14 (97) 235,982.30 (3) 3,687.75 Than1)
</TABLE>
A-3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES (%) NUMBER OF SHARES
TOTAL NUMBER (%) HELD BY SEPARATE HELD BY SEPARATE (%) HELD BY
OF SHARES ACCOUNTS OF ANCHOR ACCOUNT OF FIRST SEPARATE ACCOUNT OF
PORTFOLIO OUTSTANDING NATIONAL SUNAMERICA AIG LIFE
--------- --------------- --------------------- --------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth (Less
Portfolio........... 28,115,386.323 26,716,338.16 (95) 1,347,860.62 (5) 51,087.55 Than1)
Growth Opportunities
Portfolio........... 3,379,268.564 3,379,286.58 (100) 0.00 (0) 0.00 (0)
MFS Mid-Cap Growth (Less
Portfolio........... 16,603,270.966 16,183,101.62 (97) 449,307.46 (2) 50,861.89 Than1)
Small Company Value
Portfolio........... 409,186.700 409,186.70 (100) 0.00 (0) 0.00 (0)
International Growth
and Income (Less
Portfolio........... 26,356,621.862 25,633,207.32 (97) 770,774.54 (3) 52,641.80 Than1)
Global Equities (Less
Portfolio........... 35,435,912.594 34,500,839.10 (97) 914,056.74 (3) 21,816.45 Than1)
International
Diversified Equities (Less
Portfolio........... 38,630,763.724 37,829,532.18 (97) 1,155,642.55 (3) 46,378.00 Than1)
Emerging Markets (Less
Portfolio........... 11,501,637.359 10,935,075.32 (94) 607,007.34 (5) 39,564.71 Than1)
Technology (Less
Portfolio........... 7,110,689.359 7,110,176.04 (99) 0.00 (0) 713.32 Than1)
(Less
TOTAL SAST........... 760,873,498.257 735,454,263.67 (97) 24,385,596.05 (3) 1,033,636.54 Than1)
</TABLE>
A-4
<PAGE>
EXHIBIT B
SUB-ADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of February 23, 2001, by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
DAVIS SELECTED ADVISERS, L.P., a Colorado limited partnership (the
"Subadviser").
W I T N E S S E T H:
WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, (the "Advisory Agreement") pursuant to
which the Adviser has agreed to provide investment management, advisory and
administrative services to the Trust; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and may
issue shares of beneficial interest in separately designated portfolios
representing separate funds with their own investment objectives, policies and
purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment portfolio or portfolios of the Trust listed
in Schedule A hereto (the "Portfolio(s)"), and the Subadviser is willing to
furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. (a) The Adviser hereby engages the services
of the Subadviser in furtherance of its Investment Advisory and Management
Agreement. Pursuant to this Subadvisory Agreement and subject to the oversight
and review of the Adviser, the Subadviser will manage the investment and
reinvestment of the assets of each Portfolio listed. The Subadviser will
determine in its discretion and subject to the oversight and review of the
Adviser, the securities to be purchased or sold, will provide the Adviser with
records concerning its activities which the Adviser or the Trust is required to
maintain, and will render regular
B-1
<PAGE>
reports to the Adviser and to officers and Trustees of the Trust concerning its
discharge of the foregoing responsibilities. The Subadviser shall discharge the
foregoing responsibilities subject to the control of the officers and the
Trustees of the Trust and in compliance with such policies as the Trustees of
the Trust may from time to time establish, and in compliance with the
objectives, policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information, and
applicable laws and regulations. The Adviser shall inform the Subadviser of any
requirements of the California Insurance Code (or other applicable insurance
Code, if any) and any regulations thereunder that operate to limit or restrict
the investments the Portfolio(s) may otherwise make, and to inform the
Subadviser promptly of any changes in such requirements.
The Subadviser represents and warrants to the Adviser that each of the
Portfolios set forth in Schedule A will at all times be operated and managed
(1) in compliance with all applicable federal and state laws governing its
operations and investments; (2) so as not to jeopardize either the treatment of
the Polaris variable annuity contracts issued by Variable Separate Account (File
No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the
Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of
the Contracts to qualify for sale to the public in any state where they may
otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the
Trust or such Portfolio. Without limiting the foregoing, the Subadviser
represents and warrants (1) qualification, election and maintenance of such
election by each Portfolio to be treated as a "regulated investment company"
under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the
provisions of the Act and rules adopted thereunder; (b) the diversification
requirements specified in the Internal Revenue Service's regulations under
Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable
federal and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code. The Subadviser further represents and warrants that
to the extent that any statements or omissions made in any Registration
Statement for the Contracts or shares of the Trust, or any amendment or
supplement thereto, are made in reliance upon and in conformity with information
furnished by the Subadviser expressly for use therein, such Registration
Statement and any amendments or supplements thereto will, when they become
effective, conform in all material respects to the requirements of the
Securities Act of 1933 and the rules and regulations of the Commission
thereunder (the "1933
B-2
<PAGE>
Act") and the Act and will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own expense, to
render the services set forth herein and to provide the office space,
furnishings, equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.
(b) In performing its investment advisory services, Subadviser, while
remaining ultimately responsible for management of the portion of the assets of
the Portfolio allocated to it, may delegate any of its responsibilities to one
of its affiliates, including Davis Selected Advisers - NY, Inc., its New York
affiliate.
2. PORTFOLIO TRANSACTIONS. The Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities and is directed to use its best efforts to obtain the best price and
execution. In selecting such broker or dealers, the Subadviser shall consider
all relevant factors, including price (including the applicable brokerage
commission or dealer spread), the size of the order, the nature of the market
for the security or other investment, the timing of the transaction, the
reputation, experience and financial stability of the broker or dealer involved,
the quality of the service, the difficulty of execution, the execution
capabilities and operations facilities of the firm involved, and the firm's risk
in positioning a block of securities. Subject to such policies as the Trustees
may determine and consistent with Section 28(e) of the Securities Exchange Act
of 1934, as amended, the Subadviser shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of the Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another member of an exchange,
broker or dealer would have charged for effecting that transaction, if the
Subadviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in terms of
either that particular transaction or the Subadviser's overall responsibilities
with respect to such Portfolio and to other clients as to which the Subadviser
exercises investment discretion. The Subadviser will promptly communicate to the
B-3
<PAGE>
Adviser and to the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled to
receive any payment from the Trust and shall look solely and exclusively to the
Adviser for payment of all fees for the services rendered, facilities furnished
and expenses paid by it hereunder. As full compensation for the Subadviser under
this Agreement, the Adviser agrees to pay the Subadviser a fee at the annual
rates set forth in Schedule A hereto with respect to each Portfolio listed
thereon. Such fee shall be accrued daily and paid monthly as soon as practicable
after the end of each month (i.e., the applicable annual fee rate divided by 365
applied to each prior days' net assets in order to calculate the daily accrual).
For purposes of calculating the Subadviser's fee, the average daily net asset
value of a Portfolio shall be determined by taking an average of all
determinations of such net asset value during the month. If the Subadviser shall
provide its services under this Agreement for less than the whole of any month,
the foregoing compensation shall be prorated.
The Subadviser, not the Adviser or the Trust, will pay Davis Selected
Advisers - NY, Inc., or any other affiliate the services of which are utilized
hereunder, all of such affiliate's reasonable direct and indirect costs
associated with maintenance of an office and performance of such services.
To the extent required by the laws of any state in which the Trust is
subject to an expense guarantee limitation, if the aggregate expenses of any
Portfolio in any fiscal year exceed the specified expense limitation ratios for
that year (calculated on a daily basis), as a result of which the Adviser is
required to reduce or refund its advisory and management fee payable by the
Portfolio, the Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the total advisory
and management fee paid by the Portfolio. Such waiver, however, shall not exceed
the full amount of the subadvisory fee for such year except as may be elected by
the Subadviser in its discretion. For this purpose, aggregate expenses of a
Portfolio shall include the compensation of the Adviser and all normal expenses,
fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio
transactions, fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation expenses. In the
event any amounts are so contributed by the Subadviser to the Adviser, the
Adviser agrees to reimburse the Subadviser for any
B-4
<PAGE>
expenses waived, provided that the Adviser has been reimbursed by the Trust.
4. REPORTS. The Adviser and the Subadviser agree to furnish to each other,
if applicable, current prospectuses, statements of additional information, proxy
statements, reports of shareholders, certified copies of their financial
statements, and such other information with regard to their affairs and that of
the Trust as each may reasonably request.
5. STATUS OF THE SUBADVISER. The services of the Subadviser to the Adviser
and the Trust are not to be deemed exclusive, and the Subadviser shall be free
to render similar services to others so long as its services to the Trust are
not impaired thereby. The Subadviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
6. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) that are required to
be maintained by the Trust pursuant to the requirements of Rule 31a-1 of that
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Trust are the property
of the Trust and will be surrendered promptly to the Trust or the Adviser on
request.
The Subadviser agrees that all accounts, books and other records maintained
and preserved by it as required hereby shall be subject at any time, and from
time to time, to such reasonable periodic, special and other examinations by the
Securities and Exchange Commission, the Trust's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.
7. REFERENCE TO THE SUBADVISER. Neither the Trust nor the Adviser or any
affiliate or agent thereof shall make reference to or use the name of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld.
8. INDEMNIFICATION. The Adviser agrees to indemnify and hold harmless the
Subadviser and its affiliates and each of its directors and officers and each
person, if any, who controls the Subadviser within the
B-5
<PAGE>
meaning of Section 15 of the 1933 Act against any and all losses, claims,
damages, liabilities or litigation (including legal and other expenses), to
which the Subadviser or its affiliates or such directors, officers or
controlling person may become subject under the 1933 Act, under any other
statute, at common law or otherwise, which may be based upon any wrongful act or
breach of this Agreement by the Adviser; provided, however, that in no case is
the Adviser's indemnity in favor of any person deemed to protect such person
against any liability to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance of
his, her or its duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.
The Subadviser agrees to indemnify and hold harmless the Adviser and its
affiliates and each of its directors and officers and each person, if any, who
controls the Adviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation (including legal
and other expenses), to which the Adviser or its affiliates or such directors,
officers or controlling person may become subject under the 1933 Act, under
other statutes, at common law or otherwise, which may be based upon (i) any
wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure
by the Subadviser to comply with the representations and warranties set forth in
Section 1 of this Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to protect such other
persons against any liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its reckless
disregard of obligation and duties under this Agreement.
9. TERM OF THE AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until the earlier of (a) two years from
the date this Agreement is approved by the Trustees, or (b) the first meeting of
the shareholders of the Portfolio of the Trust after the date hereof. If
approved at such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the Portfolio with
respect to such Portfolio, voting separately from any other series of the Trust,
this Agreement shall continue in full force and effect with respect to such
Portfolio from year to year thereafter so long as such continuance is
specifically approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a
B-6
<PAGE>
meeting called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Portfolio voting separately from any other series of the
Trust, provided, however, that if the shareholders fail to approve the Agreement
as provided herein, the Subadviser may continue to serve hereunder in the manner
and to the extent permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the Act and the
rules and regulations thereunder.
With respect to each Portfolio, this Agreement may be terminated at any
time, without payment of penalty by the Portfolio or the Trust, by vote of a
majority of the Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the Act) of the Portfolio, voting separately from any
other series of the Trust, or by the Adviser, on not less than 30 nor more than
60 days' written notice to the Subadviser. With respect to each Portfolio, this
Agreement may be terminated by the Subadviser at any time, without the payment
of any penalty, on 90 days' written notice to the Adviser and the Trust;
provided, however, that this Agreement may not be terminated by the Subadviser
unless another subadvisory agreement has been approved by the Trust in
accordance with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any Portfolio or the
addition of any Portfolio to Schedule A hereto (in the manner required by the
Act) shall not affect the continued effectiveness of this Agreement with respect
to each other Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the Advisory Agreement
by and between the Trust and the Adviser is terminated.
10. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
11. AMENDMENTS. This Agreement may be amended by mutual consent in
writing, but the consent of the Trust must be obtained in conformity the
requirements of the Act.
12. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the Act. To
the extent the applicable laws of the State of New
B-7
<PAGE>
York, or any of the provisions herein, conflict with the applicable provisions
of the Act, the latter shall control.
13. PERSONAL LIABILITY. The Declaration of the Trust establishing the
Trust (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and, in accordance with that Declaration, no
Trustee, shareholder, officer, employee or agent of the Trust shall be held to
any personal liability, nor shall resort be had to their private property for
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the "Trust Property" only shall be liable.
14. SEPARATE SERIES. Pursuant to the provisions of the Declaration, each
portfolio is a separate series of the Trust, and all debts, liabilities,
obligations and expenses of a particular portfolio shall be enforceable only
against the assets of that portfolio and not against the assets of any other
portfolio or of the Trust as a whole.
15. NOTICES. All notices shall be in writing and deemed properly given
when delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
<TABLE>
<S> <C>
Subadviser: Davis Selected Advisers, L.P.
124 E. Marcy Street
P.O. Box 1688
Santa Fe, NM 87504-1688
Attention: Kenneth C. Eich
Chief Operating Officer
Adviser: SunAmerica Asset Management Corp.
733 Third Avenue
New York, New York 10017
Attention: Robert M. Zakem
Senior Vice President and
General Counsel
with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, California 90067-6022
Attention: Susan L. Harris
Vice President, Associate
General Counsel and Secretary
</TABLE>
B-8
<PAGE>
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
officers to execute this Agreement as of the date first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: ____________________________
Name: Peter A. Harbeck
Title: President
DAVIS SELECTED ADVISERS, L.P.
By: ____________________________
B-9
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
FEE
(AS PERCENTAGE OF
AVERAGE DAILY NET ASSETS OF
PORTFOLIO THE PORTFOLIO)
--------- -----------------------------------
<S> <C>
Davis Venture Value .45% -- first $100MM
.40% -- next $400MM
.35% -- over $500MM
Real Estate .45% -- first $100MM
.40% -- next $400MM
.35% -- over $500MM
</TABLE>
B-10
<PAGE>
EXHIBIT C
Davis Selected Advisers, L.P. ("Davis") serves as an investment adviser or
subadviser to the following investment companies, at the fee rates set forth
below, which had the following net assets as of December 31, 2000.
LARGE CAP VALUE
<TABLE>
<CAPTION>
NAME OF FUND ADVISORY FEE RATE APPROXIMATE NET ASSETS
--------------------- --------------------- ----------------------
<S> <C> <C>
Davis New York Annual rate of 0.75% $21,790,824,402
Venture Fund of average daily net
assets on first
$250 million; 0.65%
on next
$250 million; 0.55%
on next
$2.5 billion; 0.54%
on next $1 billion;
0.53% on next
$1 billion; 0.52% on
next $1 billion;
0.51% on next
$1 billion; 0.50% on
remaining assets.
DAVIS VARIABLE Annual Rate of 0.75% $120,221,823
ACCOUNT FUND: Davis of average daily net
Value Portfolio assets
Selected American Annual rate of 0.65% $5,703,273,136
Shares of average daily net
assets on first
$500 million; 0.60%
on next
$500 million; 0.55%
on next
$2.0 billion; 0.54%
on next $1 billion;
0.53% on next
$1 billion; 0.52% on
next $1 billion;
0.50% on remaining
assets.
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
NAME OF FUND ADVISORY FEE RATE APPROXIMATE NET ASSETS
--------------------- --------------------- ----------------------
<S> <C> <C>
SUNAMERICA SERIES Annual rate of 0.45% $2,736,984,256
TRUST: Davis Venture of average daily net
Value Portfolio assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
STYLE SELECT SERIES: Annual rate of 0.45% $48,021,952
Value Portfolio of average daily net
assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
STYLE SELECT SERIES: Annual rate of 0.45% $29,616,132
Large-Cap Value of average daily net
Portfolio assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
MASSMUTUAL Annual rate of 0.45% $295,900,682
INSTITUTIONAL FUNDS: of average daily net
MassMutual Large Cap assets on first
Value Fund $100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
</TABLE>
C-2
<PAGE>
<TABLE>
<CAPTION>
NAME OF FUND ADVISORY FEE RATE APPROXIMATE NET ASSETS
--------------------- --------------------- ----------------------
<S> <C> <C>
MML SERIES: Large Cap Annual rate of 0.45% $18,051,823
Value Fund of average daily net
assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
NEW ENGLAND ZENITH Annual rate of 0.45% $924,280,768
FUND: Davis Venture of average daily net
Value Series assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
MASTERS' SELECT FUNDS Annual rate of 0.60% $104,062,697
TRUST of average daily net
(LITMAN/GREGORY): The assets
Masters' Select
Equity Fund
Sun Capital Davis Annual rate of 0.45% $12,575,786
Venture Value Fund of average daily net
assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
STRATEGIC PARTNERS Annual rate of 0.45% $12,635,596
ANNUITY ONE of average daily net
(PRUDENTIAL): SP assets on first
Davis Value Portfolio $100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
</TABLE>
C-3
<PAGE>
REAL ESTATE
<TABLE>
<CAPTION>
NAME OF FUND ADVISORY FEE RATE APPROXIMATE NET ASSETS
--------------------- --------------------- ----------------------
<S> <C> <C>
Davis Real Estate Annual rate of 0.75% $347,136,320
Fund of average daily net
assets on first
$250 million; 0.65%
on next
$250 million; 0.55%
on remaining assets.
DAVIS VARIABLE Annual rate of 0.75% $4,852,913
ACCOUNT FUND: Davis of average daily net
Real Estate Portfolio assets
SUNAMERICA SERIES Annual rate of 0.45% $81,367,310
TRUST: Real Estate of average daily net
Portfolio assets on first
$100 million; 0.40%
on next
$400 million; 0.35%
on remaining assets.
</TABLE>
C-4
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
Please detach at perforation before mailing.
SUNAMERICA SERIES TRUST
ANCHOR NATIONAL LIFE INSURANCE COMPANY
THESE VOTING INSTRUCTIONS ARE SOLICITED BY ANCHOR NATIONAL LIFE INSURANCE
COMPANY IN CONNECTION WITH A SOLICITATION OF PROXIES BY THE TRUSTEES OF
SUNAMERICA SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE
PORTFOLIOS IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF DECEMBER 28, 2000.
The undersigned hereby instructs Anchor National Life Insurance Company to vote
the shares of SunAmerica Series Trust attributable to his or her variable
annuity contract at the Joint Special Meeting of Shareholders to be held
at the offices of SunAmerica Asset Management Corp., The SunAmerica Center,
733 Third Avenue, New York, New York 10017 at 10:30 am, Eastern Standard Time,
February 23, 2001, and any adjournments thereof, as indicated on the reverse
side.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER:
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Date SUN_11338A
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS MUST BE RECEIVED BY
FEBRUARY 22, 2001 TO BE VOTED FOR THE MEETING TO BE HELD ON FEBRUARY 23, 2001
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<CAPTION>
PORTFOLIO UNITS PORTFOLIO UNITS PORTFOLIO UNITS
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
fundname 5865.9549 fundname 5843.9549 fundname 85746.0212
fundname 9697.0564 fundname 5975.9549 fundname 01123.9549
fundname 9095.5522 fundname 5966.9740 fundname 56563.9577
fundname 9088.5443 fundname 3446.9568 fundname 85743.9069
</TABLE>
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES FULLY, USING BLUE OR
BLACK INK. EXAMPLE /X/
Please detach at perforation before mailing.
<TABLE>
<S><C>
/ / To vote ALL Portfolios FOR all proposals, mark this box. (No other vote is
necessary.)
1. Election of Trustees. 01 Monica C. Lozano 02 Allan L. Sher 03 Jana W. Greer
04 Bruce G. Willison 05 Carl D. Covitz 06 Gilbert T. Ray
To withhold authority to vote for any nominee(s) mark "For All Except" and
write the nominee number(s) on the accompanying line.
/ / to vote ALL Portfolios FOR all nominees; / / to vote ALL Portfolios FOR ALL EXCEPT_______________;
/ / to WITHHOLD votes for ALL Portfolios; or vote separately by Portfolio below.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
2. To approve or disapprove a new subadvisory agreement between SunAmerica Asset
Management Corp. and Davis Selected Advisers, L.P., the terms of which are
identical in all material respects to the previously existing subadvisory
agreement.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Davis Venture Value / / / / / / Real Estate / / / / / /
3. To ratify the selection of independent accountants.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
</TABLE>
SUN_11338ACD
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
Please detach at perforation before mailing.
SEASONS SERIES TRUST
ANCHOR NATIONAL LIFE INSURANCE COMPANY
THESE VOTING INSTRUCTIONS ARE SOLICITED BY ANCHOR NATIONAL LIFE INSURANCE
COMPANY IN CONNECTION WITH A SOLICITATION OF PROXIES BY THE TRUSTEES OF SEASONS
SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE PORTFOLIOS IN WHICH
YOUR CONTRACT VALUES WERE INVESTED AS OF DECEMBER 28, 2000.
The undersigned hereby instructs Anchor National Life Insurance Company to vote
the shares of Seasons Series Trust attributable to his or her variable annuity
contract at the Joint Special Meeting of Shareholders to be held at the offices
of SunAmerica Asset Management Corp., The SunAmerica Center, 733 Third Avenue,
New York, New York 10017 at 10:30 a.m., Eastern Standard Time, February 23,
2001, and any adjournments thereof, as indicated on the reverse side.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER:
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Date SUN_11338B
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS MUST BE RECEIVED BY
FEBRUARY 22, 2001 TO BE VOTED FOR THE MEETING TO BE HELD ON FEBRUARY 23, 2001
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<CAPTION>
PORTFOLIO UNITS PORTFOLIO UNITS PORTFOLIO UNITS
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
fundname 5865.9549 fundname 5843.9549 fundname 85746.0212
fundname 9697.0564 fundname 5975.9549 fundname 01123.9549
fundname 9095.5522 fundname 5966.9740 fundname 56563.9577
fundname 9088.5443 fundname 3446.9568 fundname 85743.9069
</TABLE>
Contract owners who were invested in one of the four Seasons "Strategies" (i.e.,
Growth Strategy, Moderate Growth Strategy, Balanced Growth Strategy and
Conservative Growth Strategy) as of the record date, December 28, 2000, should
note that the underlying investment portfolios for the Strategies are the
Seasons Series Trust Multi-Managed Growth, Multi-Managed Moderate Growth,
Multi-Managed Income/Equity, Multi-Managed Income, Asset Allocation: Diversified
Growth and Stock Portfolios. Therefore, those contract owners will actually vote
the shares of the underlying investment portfolios.
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES FULLY, USING BLUE OR
BLACK INK. EXAMPLE /X/
Please detach at perforation before mailing.
<TABLE>
<S><C>
/ / To vote ALL Portfolios FOR all proposals, mark this box. (No other vote is
necessary.)
1. Election of Trustees. 01 Monica C. Lozano 02 Allan L. Sher 03 Jana W. Greer
04 Bruce G. Willison 05 Carl D. Covitz 06 Gilbert T. Ray
To withhold authority to vote for any nominee(s) mark "For All Except" and
write the nominee number(s) on the accompanying line.
/ / to vote ALL Portfolios FOR all nominees; / / to vote ALL Portfolios FOR ALL EXCEPT_______________;
/ / to WITHHOLD votes for ALL Portfolios; or vote separately by Portfolio below.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
2. To approve or disapprove a new subadvisory agreement between SunAmerica Asset
Management Corp. and Davis Selected Advisers, L.P., the terms of which are
identical in all material respects to the previously existing subadvisory
agreement.
THIS PROPOSAL DOES NOT APPLY TO YOUR PORTFOLIO(S)
3. To ratify the selection of independent accountants.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
</TABLE>
SUN_11338B
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
Please detach at perforation before mailing.
ANCHOR PATHWAY FUND
ANCHOR NATIONAL LIFE INSURANCE COMPANY
THESE VOTING INSTRUCTIONS ARE SOLICITED BY ANCHOR NATIONAL LIFE INSURANCE
COMPANY IN CONNECTION WITH A SOLICITATION OF PROXIES BY THE TRUSTEES OF ANCHOR
PATHWAY FUND. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE PORTFOLIOS IN WHICH
YOUR CONTRACT VALUES WERE INVESTED AS OF DECEMBER 28, 2000.
The undersigned hereby instructs Anchor National Life Insurance Company to vote
the shares of the Anchor Pathway Fund attributable to his or her variable
annuity contract at the Joint Special Meeting of Shareholders to be held at the
offices of SunAmerica Asset Management Corp., The SunAmerica Center, 733 Third
Avenue, New York, New York 10017 at 10:30 am, Eastern Standard Time, February
23, 2001, and any adjournments thereof, as indicated on the reverse side.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER:
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Date SUN_11338C
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS MUST BE RECEIVED BY
FEBRUARY 22, 2001 TO BE VOTED FOR THE MEETING TO BE HELD ON FEBRUARY 23, 2001
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<CAPTION>
PORTFOLIO UNITS PORTFOLIO UNITS PORTFOLIO UNITS
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
fundname 5865.9549 fundname 5843.9549 fundname 85746.0212
fundname 9697.0564 fundname 5975.9549 fundname 01123.9549
fundname 9095.5522 fundname 5966.9740 fundname 56563.9577
fundname 9088.5443 fundname 3446.9568 fundname 85743.9069
</TABLE>
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES FULLY, USING BLUE OR
BLACK INK. EXAMPLE /X/
Please detach at perforation before mailing.
<TABLE>
<S><C>
/ / To vote ALL Portfolios FOR all proposals, mark this box. (No other vote is
necessary.)
1. Election of Trustees. 01 Monica C. Lozano 02 Allan L. Sher 03 Jana W. Greer
04 Bruce G. Willison 05 Carl D. Covitz 06 Gilbert T. Ray
To withhold authority to vote for any nominee(s) mark "For All Except" and
write the nominee number(s) on the accompanying line.
/ / to vote ALL Portfolios FOR all nominees; / / to vote ALL Portfolios FOR ALL EXCEPT_______________;
/ / to WITHHOLD votes for ALL Portfolios; or vote separately by Portfolio below.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
2. To approve or disapprove a new subadvisory agreement between SunAmerica Asset
Management Corp. and Davis Selected Advisers, L.P., the terms of which are
identical in all material respects to the previously existing subadvisory
agreement.
THIS PROPOSAL DOES NOT APPLY TO YOUR PORTFOLIO(S)
3. To ratify the selection of independent accountants.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
</TABLE>
SUN_11338ACD
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
Please detach at perforation before mailing.
SUNAMERICA SERIES TRUST
FIRST SUNAMERICA LIFE INSURANCE COMPANY
THESE VOTING INSTRUCTIONS ARE SOLICITED BY FIRST SUNAMERICA LIFE INSURANCE
COMPANY IN CONNECTION WITH A SOLICITATION OF PROXIES BY THE TRUSTEES OF
SUNAMERICA SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE
PORTFOLIOS IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF DECEMBER 28, 2000.
The undersigned hereby instructs First SunAmerica Life Insurance Company to vote
the shares of the SunAmerica Series Trust attributable to his or her variable
annuity contract at the Joint Special Meeting of Shareholders to be held at the
offices of SunAmerica Asset Management Corp., The SunAmerica Center, 733 Third
Avenue, New York, New York 10017 at 10:30am, Eastern Standard Time, February 23,
2001, and any adjournments thereof, as indicated on the reverse side.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER:
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Date SUN_11338D
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS MUST BE RECEIVED BY
FEBRUARY 22, 2001 TO BE VOTED FOR THE MEETING TO BE HELD ON FEBRUARY 23, 2001
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<CAPTION>
PORTFOLIO UNITS PORTFOLIO UNITS PORTFOLIO UNITS
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
fundname 5865.9549 fundname 5843.9549 fundname 85746.0212
fundname 9697.0564 fundname 5975.9549 fundname 01123.9549
fundname 9095.5522 fundname 5966.9740 fundname 56563.9577
fundname 9088.5443 fundname 3446.9568 fundname 85743.9069
</TABLE>
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES FULLY, USING BLUE OR
BLACK INK. EXAMPLE /X/
Please detach at perforation before mailing.
<TABLE>
<S><C>
/ / To vote ALL Portfolios FOR all proposals, mark this box. (No other vote is
necessary.)
1. Election of Trustees. 01 Monica C. Lozano 02 Allan L. Sher 03 Jana W. Greer
04 Bruce G. Willison 05 Carl D. Covitz 06 Gilbert T. Ray
To withhold authority to vote for any nominee(s) mark "For All Except" and
write the nominee number(s) on the accompanying line.
/ / to vote ALL Portfolios FOR all nominees; / / to vote ALL Portfolios FOR ALL EXCEPT_______________;
/ / to WITHHOLD votes for ALL Portfolios; or vote separately by Portfolio below.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
2. To approve or disapprove a new subadvisory agreement between SunAmerica Asset
Management Corp. and Davis Selected Advisers, L.P., the terms of which are
identical in all material respects to the previously existing subadvisory
agreement.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Davis Venture Value / / / / / / Real Estate / / / / / /
3. To ratify the selection of independent accountants.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
</TABLE>
SUN_11338ACD
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
Please detach at perforation before mailing.
SUNAMERICA SERIES TRUST
AIG LIFE INSURANCE COMPANY
THESE VOTING INSTRUCTIONS ARE SOLICITED BY AIG LIFE INSURANCE
COMPANY IN CONNECTION WITH A SOLICITATION OF PROXIES BY THE TRUSTEES OF
SUNAMERICA SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE
PORTFOLIOS IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF DECEMBER 28, 2000.
The undersigned hereby instructs AIG Life Insurance Company to vote
the shares of SunAmerica Series Trust attributable to his or her variable
life insurance policy at the Joint Special Meeting of Shareholders to be held
at the offices of SunAmerica Asset Management Corp., The SunAmerica Center,
733 Third Avenue, New York, New York 10017 at 10:30 am, Eastern Standard
Time, February 23, 2001, and any adjournments thereof, as indicated on the
reverse side.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER:
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Signature, Title if applicable
----------------------------------------------------
Date SUN_11338A
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND
RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS MUST BE RECEIVED BY
FEBRUARY 22, 2001 TO BE VOTED FOR THE MEETING TO BE HELD ON FEBRUARY 23, 2001
<PAGE>
EVERY CONTRACT OWNER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTIONS TODAY
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE CONTRACT OWNER. IF NO DIRECTION IS MADE THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<CAPTION>
PORTFOLIO UNITS PORTFOLIO UNITS PORTFOLIO UNITS
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C>
fundname 5865.9549 fundname 5843.9549 fundname 85746.0212
fundname 9697.0564 fundname 5975.9549 fundname 01123.9549
fundname 9095.5522 fundname 5966.9740 fundname 56563.9577
fundname 9088.5443 fundname 3446.9568 fundname 85743.9069
</TABLE>
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES FULLY, USING BLUE OR
BLACK INK. EXAMPLE /X/
Please detach at perforation before mailing.
<TABLE>
<S><C>
/ / To vote ALL Portfolios FOR all proposals, mark this box. (No other vote is
necessary.)
1. Election of Trustees. 01 Monica C. Lozano 02 Allan L. Sher 03 Jana W. Greer
04 Bruce G. Willison 05 Carl D. Covitz 06 Gilbert T. Ray
To withhold authority to vote for any nominee(s) mark "For All Except" and
write the nominee number(s) on the accompanying line.
/ / to vote ALL Portfolios FOR all nominees; / / to vote ALL Portfolios FOR ALL EXCEPT_______________;
/ / to WITHHOLD votes for ALL Portfolios; or vote separately by Portfolio below.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
fundname / / / / / / ___________________________ fundname / / / / / / ___________________________
2. To approve or disapprove a new subadvisory agreement between SunAmerica Asset
Management Corp. and Davis Selected Advisers, L.P., the terms of which are
identical in all material respects to the previously existing subadvisory
agreement.
THIS PROPOSAL DOES NOT APPLY TO YOUR PORTFOLIO(S)
3. To ratify the selection of independent accountants.
/ / to vote ALL Portfolios FOR; / / to vote ALL Portfolios AGAINST; / / to ABSTAIN votes for ALL Portfolios;
or vote separately by Portfolio below.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
fundname / / / / / / fundname / / / / / / fundname / / / / / /
4. To transact such other business as may properly come before the Meeting or any adjournments thereof.
</TABLE>
SUN_11338ACD
